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MEMORANDUM OF UNDERSTANDING AGREEMENT
BETWEEN
THE CITY OF MIAMI
AND
OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY
This Memorandum of Understanding Agreement (the "Agreement"), made and entered into as of
the day of , 2025 (the "Effective Date"), by and between the City of Miami, a
municipal corporation of the State of Florida, located at 444 S.W. 2nd Avenue, 10th Floor, Miami, Florida
33130 ("City"), and the OMNI Redevelopment District Community Redevelopment Agency (OMNI CRA),
whose principal address is 1401 North Miami Ave., 2nd Floor, Miami, FL 33136.
RECITALS
WHEREAS, the City of Miami ("City") and the Omni Redevelopment District Community
Redevelopment Agency ("OMNI CRA") wish to work together on the buildout and construction of the
public right of way improvements to include existing sidewalks, replacing curbs, gutters, stormwater,
drainage, and paving for the area located on the West side of North East Miami Place, between North East
14th Street and North East 15th street, Miami, Florida ("Project"), as more particularly described in
"Exhibit A"; and
WHEREAS, the Project includes key community infrastructure improvements that enhance
pedestrian safety, improve stormwater management, and support neighborhood connectivity and
economic vitality within the OMNI CRA Redevelopment District; and
WHEREAS, on December 11, 2025, the Board of Commissioners of the OMNI CRA adopted
Resolution No. CRA-R-25-0079, attached and incorporated herein as Exhibit "B," which authorized the
allocation in an amount not to exceed One Hundred Thirty Thousand and 00/100 Dollars ($130,000.00)
("Funds") to the City for costs associated with the Project; and
WHEREAS, on the City adopted Resolution No. R-26 , attached and incorporated
as Exhibit "C," which authorized the City Manager to execute this Agreement and to accept the Funds for
the Project; and
WHEREAS, the Funds from the OMNI CRA, will serve as the funding source for a portion of the
Project, and shall be used solely for costs associated with the Project; and
NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants and
conditions herein set forth, the parties hereto agree as follows:
1. RECITALS AND INCORPORATIONS — The recitals above all statements contained therein are
true and correct and are hereby incorporated as part of this Agreement. The following exhibits
are attached hereto and are hereby incorporated into and made a part of this agreement:
EXHIBIT A: Project Description
EXHIBIT B: CRA Resolution No. CRA-R-25-
EXHIBIT C: City Resolution No. R-26-
2. ALLOCATION AND TERM — OMNI CRA hereby agrees to make the Funds available to the City,
in an amount not to exceed One Hundred Thirty Thousand and 00/100 Dollars ($130,000.00)
for costs associated with the Project. Payment of the Funds shall be made no later than thirty
(30) days following execution of this Agreement. The City shall provide the OMNI CRA with
copies of invoices and payments documenting the use of the Funds in relation to the Project.
The term of this Agreement shall commence on the Effective Date and shall terminate upon
completion of the Project. Upon completion of the Project, the City shall return to the OMNI
CRA any unused Funds no later than thirty (30) days after issuance of certificate of completion
for the Project.
3. SCOPE OF SERVICES —The City agrees to complete the Project, as specifically described, under
and subject to the special terms and conditions, as set forth in Exhibit "A" hereto.
4. REPORTS — At the OMNI CRA's request, and no later than thirty (30) days thereafter, the City
agrees to deliver a written quarterly report relating to the use of the Funds.
5. AUDIT RIGHTS — OMNI CRA shall have the right to conduct audits of the City's records
pertaining to the Funds and to visit the Project, in order to conduct its monitoring and
evaluation activities. The City agrees to cooperate with OMNI CRA in the performance of
these activities. Such audits shall take place at a mutually agreeable date and time.
6. NOTICES — All notices pursuant to this Agreement shall be in writing and sent by certified mail
or delivered by personal service to the addresses for each party as indicated below, or as the
same may be changed from time to time.
To City:
With copies to:
And:
Art Noriega V, City Manager
City of Miami
444 SW 2"d Avenue, 10th Floor
Miami, FL 33130
Office of Public Works
City of Miami
444 SW 2nd Avenue, 8th Floor
Miami, FL 33130
And: George K. Wysong III, City Attorney
City of Miami
To OMNI CRA:
444 SW 2nd Avenue, 96 Floor
Miami, FL 33130
Carlos Suarez, Executive Director
OMNI CRA
1401 North Miami Ave., 2nd Floor
Miami, FL 33136
7. SEVERABILITY — Should any provision contained in this Agreement be determined by a court
of competent jurisdiction to be invalid, illegal, or otherwise unenforceable under the laws of
the State of Florida, then such provision shall be deemed modified to the extent necessary in
order to conform with such laws, or if not modifiable to conform with such laws, that same
shall be deemed severable, and in either event, the remaining terms and provisions of this
Agreement shall remain unmodified and in full force and effect.
8. ENTIRE AGREEMENT — This Agreement and its Exhibits and attachments constitute the sole
and only agreement of the parties hereto relating to the allocation of the Funds, and correctly
sets forth the rights, duties, and obligations of the parties. The parties agree that any oral
representations or modifications not set forth in this Agreement are of no force or effect.
9. MODIFICATION — This Agreement shall only be modified by written agreement signed by the
authorized representatives of all parties.
10. DEFAULT — If any Party fails to comply with any term or condition of this Agreement, or fails
to perform any of its obligations hereunder, then that Party shall be in default. Upon the
occurrence of a default hereunder, the non -defaulting Parties, in addition to all remedies
available by law, may immediately, upon written notice to the defaulting Party, terminate this
Agreement.
11. DISPUTE RESOLUTION APPLICABLE LAW —The Parties shall resolve any disputes, controversies
or claims between them arising out of this Agreement in accordance with the "Florida
Governmental Conflict Resolution Act", Chapter 164, Florida Statues, as amended.
12. GOVERNING LAW; VENUE —This Agreement shall be interpreted and construed in accordance
with and governed by the laws of the State of Florida. The parties, in their performance of
this Agreement will comply with applicable federal, state, and local laws, ordinances, codes,
rules, and regulations. Any action or proceeding in respect of any claim arising out of or
related to this Agreement, where in tort or contract or at law or in equity, shall be filed in the
state or federal court of Miami -Dade County, Florida. The parties agree that each party shall
be responsible for its own attorneys' fees, court costs and any other related fees and costs.
13. PUBLIC RECORDS — The parties acknowledge that the public shall have access, at all
reasonable times, to this Agreement and any related documents subject to the provisions of
Chapter 119, Florida Statutes, and the Parties agree to allow access by each other and by the
public to all documents subject to disclosure under applicable law.
14. JOINT PREPARATION —The Parties acknowledge that they have sought and received whatever
competent advice and counsel as was necessary for them to form a full and complete
understanding of all rights and obligations herein and that the preparation of this Agreement
has been their joint effort. The language agreed to expresses their mutual intent and the
resulting document shall not, solely as a matter of judicial construction, be construed more
severely against one or more of the Parties and not the others.
15. COUNTERPARTS; ELECTRONIC SIGNATURES —This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, but all of which shall constitute
one and the same instrument. Facsimile, .pdf and other electronic signatures to this
Agreement shall have the same effect as original signatures.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective officials thereunto duly authorized this the day and year above written.
(SEAL) ATTEST: CITY OF MIAMI, FLORIDA, a
Municipal Corporation of the State of Florida
By: By:
Todd Hannon, City Clerk Art Noriega V, City Manager
APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE REQUIREMENTS:
CORRECTNESS:
By: By:
George K Wysong III, City Attorney David Ruiz, Interim Director
Risk Management Department
ATTEST: OMNI CRA,
By: By:
Todd Hannon, Clerk of the Board Carlos I Suarez, Executive Director
APPROVED AS TO LEGAL FORM AND
CORRECTNESS:
By:
(Insert Name Here), Outside Counsel
EXHIBIT A
EXHIBIT B
EXHIBIT C